MARYLAND
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95-4448705
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal executive office, including zip code)
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(310) 394-6000
(Registrant's telephone number, including area code)
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N/A
(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Part I
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Financial Information
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Part II
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Other Information
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September 30,
2017 |
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December 31,
2016 |
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ASSETS:
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Property, net
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$
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7,164,649
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$
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7,357,310
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Cash and cash equivalents
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71,088
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94,046
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Restricted cash
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50,736
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49,951
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Tenant and other receivables, net
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111,153
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136,998
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Deferred charges and other assets, net
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439,495
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478,058
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Due from affiliates
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81,184
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68,227
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Investments in unconsolidated joint ventures
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1,688,606
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1,773,558
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Total assets
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$
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9,606,911
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$
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9,958,148
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LIABILITIES AND EQUITY:
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Mortgage notes payable:
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Related parties
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$
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172,810
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$
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176,442
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Others
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3,910,864
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3,908,976
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Total
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4,083,674
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4,085,418
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Bank and other notes payable
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966,757
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880,482
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Accounts payable and accrued expenses
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69,617
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61,316
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Other accrued liabilities
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302,082
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366,165
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Distributions in excess of investments in unconsolidated joint ventures
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88,569
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78,626
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Co-venture obligation
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59,118
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58,973
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Total liabilities
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5,569,817
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5,530,980
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Commitments and contingencies
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Equity:
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Stockholders' equity:
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Common stock, $0.01 par value, 250,000,000 shares authorized, 140,918,189 and 143,985,036 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively
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1,409
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1,440
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Additional paid-in capital
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4,503,670
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4,593,229
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Accumulated deficit
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(758,758
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)
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(488,782
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)
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Total stockholders' equity
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3,746,321
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4,105,887
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Noncontrolling interests
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290,773
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321,281
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Total equity
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4,037,094
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4,427,168
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Total liabilities and equity
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$
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9,606,911
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$
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9,958,148
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For the Three Months Ended September 30,
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For the Nine Months Ended September 30,
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2017
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2016
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2017
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2016
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Revenues:
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Minimum rents
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$
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144,991
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$
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154,018
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$
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443,439
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$
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457,514
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Percentage rents
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2,806
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3,871
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6,784
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9,279
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Tenant recoveries
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72,897
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74,447
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214,257
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230,568
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Other
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11,701
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12,048
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40,484
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42,985
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Management Companies
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10,056
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8,983
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31,955
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28,925
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Total revenues
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242,451
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253,367
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736,919
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769,271
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Expenses:
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Shopping center and operating expenses
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75,598
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76,310
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222,527
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229,544
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Management Companies' operating expenses
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22,046
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23,285
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76,779
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75,484
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REIT general and administrative expenses
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5,287
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6,930
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21,208
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23,240
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Depreciation and amortization
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83,147
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86,976
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249,463
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259,097
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186,078
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193,501
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569,977
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587,365
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Interest expense:
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Related parties
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2,175
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2,224
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6,567
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6,752
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Other
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41,090
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37,759
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120,320
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114,202
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43,265
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39,983
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126,887
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120,954
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Gain on extinguishment of debt, net
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—
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(5,284
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)
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—
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(1,709
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)
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Total expenses
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229,343
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228,200
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696,864
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706,610
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Equity in income of unconsolidated joint ventures
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23,993
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11,261
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56,772
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37,537
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Co-venture expense
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(3,150
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(3,006
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)
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(11,150
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)
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(9,507
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)
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Income tax (expense) benefit
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(2,869
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)
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(905
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)
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178
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(2,736
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)
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||||
(Loss) gain on sale or write down of assets, net
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(11,854
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)
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(19,321
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)
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37,234
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426,050
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Net income
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19,228
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13,196
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123,089
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514,005
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Less net income (loss) attributable to noncontrolling interests
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1,730
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(534
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)
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9,710
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34,138
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|
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Net income attributable to the Company
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$
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17,498
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$
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13,730
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$
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113,379
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$
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479,867
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Earnings per common share—net income attributable to common stockholders:
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Basic
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$
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0.12
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$
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0.09
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$
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0.79
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$
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3.25
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Diluted
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$
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0.12
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$
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0.09
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$
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0.79
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$
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3.25
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Weighted average number of common shares outstanding:
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Basic
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141,299,000
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143,923,000
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142,188,000
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147,504,000
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Diluted
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141,310,000
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144,036,000
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142,223,000
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147,630,000
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Stockholders' Equity
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Common Stock
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Additional Paid-in Capital
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Accumulated Deficit
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Total Stockholders' Equity
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|||||||||||||||
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Shares
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Par
Value
|
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Noncontrolling
Interests
|
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Total Equity
|
||||||||||||||||
Balance at January 1, 2017
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143,985,036
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$
|
1,440
|
|
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$
|
4,593,229
|
|
|
$
|
(488,782
|
)
|
|
$
|
4,105,887
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|
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$
|
321,281
|
|
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$
|
4,427,168
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
113,379
|
|
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113,379
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|
|
9,710
|
|
|
123,089
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|
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Cumulative effect of adoption of ASU 2016-09
|
—
|
|
|
—
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|
|
—
|
|
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6,484
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6,484
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—
|
|
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6,484
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|
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Amortization of share and unit-based plans
|
87,632
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|
1
|
|
|
30,436
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—
|
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|
30,437
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|
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—
|
|
|
30,437
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|
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Employee stock purchases
|
20,443
|
|
|
—
|
|
|
986
|
|
|
—
|
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|
986
|
|
|
—
|
|
|
986
|
|
||||||
Stock repurchases
|
(3,627,390
|
)
|
|
(36
|
)
|
|
(135,176
|
)
|
|
(86,216
|
)
|
|
(221,428
|
)
|
|
—
|
|
|
(221,428
|
)
|
||||||
Distributions declared ($2.13) per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,623
|
)
|
|
(303,623
|
)
|
|
—
|
|
|
(303,623
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,110
|
)
|
|
(25,110
|
)
|
||||||
Conversion of noncontrolling interests to common shares
|
452,468
|
|
|
4
|
|
|
15,191
|
|
|
—
|
|
|
15,195
|
|
|
(15,195
|
)
|
|
—
|
|
||||||
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(608
|
)
|
|
—
|
|
|
(608
|
)
|
|
(301
|
)
|
|
(909
|
)
|
||||||
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
(388
|
)
|
|
—
|
|
|
(388
|
)
|
|
388
|
|
|
—
|
|
||||||
Balance at September 30, 2017
|
140,918,189
|
|
|
$
|
1,409
|
|
|
$
|
4,503,670
|
|
|
$
|
(758,758
|
)
|
|
$
|
3,746,321
|
|
|
$
|
290,773
|
|
|
$
|
4,037,094
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
123,089
|
|
|
$
|
514,005
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Gain on early extinguishment of debt, net
|
—
|
|
|
(1,709
|
)
|
||
Gain on sale or write down of assets, net
|
(37,234
|
)
|
|
(426,050
|
)
|
||
Depreciation and amortization
|
253,793
|
|
|
263,514
|
|
||
Amortization of net premium on mortgage notes payable
|
(2,799
|
)
|
|
(3,082
|
)
|
||
Amortization of share and unit-based plans
|
25,159
|
|
|
27,643
|
|
||
Straight-line rent adjustment
|
(7,502
|
)
|
|
(3,449
|
)
|
||
Amortization of above and below-market leases
|
(408
|
)
|
|
(9,115
|
)
|
||
Provision for doubtful accounts
|
3,806
|
|
|
2,460
|
|
||
Income tax (benefit) expense
|
(178
|
)
|
|
2,736
|
|
||
Equity in income of unconsolidated joint ventures
|
(56,772
|
)
|
|
(37,537
|
)
|
||
Distributions of income from unconsolidated joint ventures
|
—
|
|
|
5,607
|
|
||
Co-venture expense
|
11,150
|
|
|
9,507
|
|
||
Changes in assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
||||
Tenant and other receivables
|
838
|
|
|
2,370
|
|
||
Other assets
|
11,743
|
|
|
(6,100
|
)
|
||
Due from affiliates
|
(13,004
|
)
|
|
14,729
|
|
||
Accounts payable and accrued expenses
|
11,263
|
|
|
(6,459
|
)
|
||
Other accrued liabilities
|
(23,094
|
)
|
|
(17,983
|
)
|
||
Net cash provided by operating activities
|
299,850
|
|
|
331,087
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Development, redevelopment, expansion and renovation of properties
|
(90,758
|
)
|
|
(153,131
|
)
|
||
Property improvements
|
(34,425
|
)
|
|
(24,638
|
)
|
||
Proceeds from repayment of notes receivable
|
628
|
|
|
3,361
|
|
||
Deferred leasing costs
|
(25,045
|
)
|
|
(21,326
|
)
|
||
Distributions from unconsolidated joint ventures
|
226,152
|
|
|
411,405
|
|
||
Contributions to unconsolidated joint ventures
|
(80,332
|
)
|
|
(404,283
|
)
|
||
Proceeds from sale of assets
|
168,471
|
|
|
696,716
|
|
||
Restricted cash
|
(785
|
)
|
|
(13,978
|
)
|
||
Net cash provided by investing activities
|
163,906
|
|
|
494,126
|
|
||
|
|
|
|
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
|
|||||||
|
For the Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from mortgages, bank and other notes payable
|
510,000
|
|
|
2,716,138
|
|
||
Payments on mortgages, bank and other notes payable
|
(424,439
|
)
|
|
(2,024,965
|
)
|
||
Deferred financing costs
|
(2,586
|
)
|
|
(8,822
|
)
|
||
Payment of finance deposits
|
(8,600
|
)
|
|
(7,200
|
)
|
||
Proceeds from share and unit-based plans
|
986
|
|
|
834
|
|
||
Payment of debt extinguishment costs
|
—
|
|
|
(12,028
|
)
|
||
Stock repurchases
|
(221,428
|
)
|
|
(800,018
|
)
|
||
Redemption of noncontrolling interests
|
(909
|
)
|
|
(30
|
)
|
||
Settlement of contingent consideration
|
—
|
|
|
(10,012
|
)
|
||
Dividends and distributions
|
(328,733
|
)
|
|
(667,785
|
)
|
||
Distributions to co-venture partner
|
(11,005
|
)
|
|
(13,654
|
)
|
||
Net cash used in financing activities
|
(486,714
|
)
|
|
(827,542
|
)
|
||
Net decrease in cash and cash equivalents
|
(22,958
|
)
|
|
(2,329
|
)
|
||
Cash and cash equivalents, beginning of period
|
94,046
|
|
|
86,510
|
|
||
Cash and cash equivalents, end of period
|
$
|
71,088
|
|
|
$
|
84,181
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash payments for interest, net of amounts capitalized
|
$
|
124,686
|
|
|
$
|
113,187
|
|
Non-cash investing and financing transactions:
|
|
|
|
||||
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities
|
$
|
30,706
|
|
|
$
|
29,777
|
|
Mortgage notes payable assumed in exchange for investments in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
997,695
|
|
Mortgage note payable settled by deed-in-lieu of foreclosure
|
$
|
—
|
|
|
$
|
37,000
|
|
Conversion of Operating Partnership Units to common stock
|
$
|
15,195
|
|
|
$
|
10,720
|
|
1.
|
Organization
:
|
2.
|
Summary of Significant Accounting Policies:
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets:
|
|
|
|
||||
Property, net
|
$
|
300,149
|
|
|
$
|
307,582
|
|
Other assets
|
70,881
|
|
|
68,863
|
|
||
Total assets
|
$
|
371,030
|
|
|
$
|
376,445
|
|
Liabilities:
|
|
|
|
||||
Mortgage notes payable
|
$
|
130,403
|
|
|
$
|
133,245
|
|
Other liabilities
|
77,272
|
|
|
75,913
|
|
||
Total liabilities
|
$
|
207,675
|
|
|
$
|
209,158
|
|
3.
|
Earnings per Share ("EPS"):
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
19,228
|
|
|
$
|
13,196
|
|
|
$
|
123,089
|
|
|
$
|
514,005
|
|
Net income attributable to noncontrolling interests
|
(1,730
|
)
|
|
534
|
|
|
(9,710
|
)
|
|
(34,138
|
)
|
||||
Net income attributable to the Company
|
17,498
|
|
|
13,730
|
|
|
113,379
|
|
|
479,867
|
|
||||
Allocation of earnings to participating securities
|
(193
|
)
|
|
(170
|
)
|
|
(567
|
)
|
|
(586
|
)
|
||||
Numerator for basic and diluted EPS—net income attributable to common stockholders
|
$
|
17,305
|
|
|
$
|
13,560
|
|
|
$
|
112,812
|
|
|
$
|
479,281
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Denominator for basic EPS—weighted average number of common shares outstanding
|
141,299
|
|
|
143,923
|
|
|
142,188
|
|
|
147,504
|
|
||||
Effect of dilutive securities(1):
|
|
|
|
|
|
|
|
||||||||
Share and unit-based compensation plans
|
11
|
|
|
113
|
|
|
35
|
|
|
126
|
|
||||
Denominator for diluted EPS—weighted average number of common shares outstanding
|
141,310
|
|
|
144,036
|
|
|
142,223
|
|
|
147,630
|
|
||||
Earnings per common share—net income attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.79
|
|
|
$
|
3.25
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.79
|
|
|
$
|
3.25
|
|
|
|
|
(1)
|
Diluted EPS excludes
90,619
and
138,759
convertible preferred partnership units for the
three months ended
September 30, 2017
and
2016
, respectively, and
90,619
and
138,759
convertible preferred partnership units for the
nine months ended
September 30, 2017
and
2016
, respectively, as their impact was antidilutive.
|
4.
|
Investments in Unconsolidated Joint Ventures:
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets(1):
|
|
|
|
||||
Property, net
|
$
|
9,058,868
|
|
|
$
|
9,176,642
|
|
Other assets
|
655,905
|
|
|
614,607
|
|
||
Total assets
|
$
|
9,714,773
|
|
|
$
|
9,791,249
|
|
Liabilities and partners' capital(1):
|
|
|
|
||||
Mortgage and other notes payable(2)
|
$
|
5,311,238
|
|
|
$
|
5,224,713
|
|
Other liabilities
|
438,235
|
|
|
403,369
|
|
||
Company's capital
|
2,166,954
|
|
|
2,279,819
|
|
||
Outside partners' capital
|
1,798,346
|
|
|
1,883,348
|
|
||
Total liabilities and partners' capital
|
$
|
9,714,773
|
|
|
$
|
9,791,249
|
|
Investments in unconsolidated joint ventures:
|
|
|
|
||||
Company's capital
|
$
|
2,166,954
|
|
|
$
|
2,279,819
|
|
Basis adjustment(3)
|
(566,917
|
)
|
|
(584,887
|
)
|
||
|
$
|
1,600,037
|
|
|
$
|
1,694,932
|
|
|
|
|
|
||||
Assets—Investments in unconsolidated joint ventures
|
$
|
1,688,606
|
|
|
$
|
1,773,558
|
|
Liabilities—Distributions in excess of investments in unconsolidated joint ventures
|
(88,569
|
)
|
|
(78,626
|
)
|
||
|
$
|
1,600,037
|
|
|
$
|
1,694,932
|
|
|
|
|
(1)
|
These amounts include the assets of
$3,120,534
and
$3,179,255
of
Pacific Premier Retail LLC
(the "
PPR Portfolio
") as of
September 30, 2017
and
December 31, 2016
, respectively, and liabilities of
$1,878,719
and
$1,887,952
of the
PPR Portfolio
as of
September 30, 2017
and
December 31, 2016
, respectively.
|
(2)
|
Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of
$484,716
and
$265,863
as of
September 30, 2017
and
December 31, 2016
, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense on these borrowings was
$4,903
and
$2,775
for the
three months ended
September 30, 2017
and
2016
, respectively, and
$12,992
and
$14,133
for the
nine months ended
September 30, 2017
and
2016
, respectively.
|
(3)
|
The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was
$4,227
and
$4,988
for the
three months ended
September 30, 2017
and
2016
, respectively, and
$12,451
and
$14,114
for the
nine months ended
September 30, 2017
and
2016
, respectively.
|
|
PPR Portfolio
|
|
|
Other
Joint Ventures |
|
Total
|
||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
35,052
|
|
|
|
$
|
123,663
|
|
|
$
|
158,715
|
|
Percentage rents
|
903
|
|
|
|
3,953
|
|
|
4,856
|
|
|||
Tenant recoveries
|
12,015
|
|
|
|
47,841
|
|
|
59,856
|
|
|||
Other
|
1,713
|
|
|
|
12,329
|
|
|
14,042
|
|
|||
Total revenues
|
49,683
|
|
|
|
187,786
|
|
|
237,469
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
10,591
|
|
|
|
60,394
|
|
|
70,985
|
|
|||
Interest expense
|
16,890
|
|
|
|
33,214
|
|
|
50,104
|
|
|||
Depreciation and amortization
|
25,449
|
|
|
|
62,958
|
|
|
88,407
|
|
|||
Total operating expenses
|
52,930
|
|
|
|
156,566
|
|
|
209,496
|
|
|||
Gain on sale or write down of assets, net
|
—
|
|
|
|
13,426
|
|
|
13,426
|
|
|||
Net (loss) income
|
$
|
(3,247
|
)
|
|
|
$
|
44,646
|
|
|
$
|
41,399
|
|
Company's equity in net income
|
$
|
620
|
|
|
|
$
|
23,373
|
|
|
$
|
23,993
|
|
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
33,332
|
|
|
|
$
|
121,109
|
|
|
$
|
154,441
|
|
Percentage rents
|
1,117
|
|
|
|
4,228
|
|
|
5,345
|
|
|||
Tenant recoveries
|
11,933
|
|
|
|
48,540
|
|
|
60,473
|
|
|||
Other
|
987
|
|
|
|
11,697
|
|
|
12,684
|
|
|||
Total revenues
|
47,369
|
|
|
|
185,574
|
|
|
232,943
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
9,897
|
|
|
|
61,335
|
|
|
71,232
|
|
|||
Interest expense
|
16,688
|
|
|
|
32,126
|
|
|
48,814
|
|
|||
Depreciation and amortization
|
27,091
|
|
|
|
70,030
|
|
|
97,121
|
|
|||
Total operating expenses
|
53,676
|
|
|
|
163,491
|
|
|
217,167
|
|
|||
Loss on sale or write down of assets, net
|
—
|
|
|
|
(343
|
)
|
|
(343
|
)
|
|||
Net (loss) income
|
$
|
(6,307
|
)
|
|
|
$
|
21,740
|
|
|
$
|
15,433
|
|
Company's equity in net (loss) income
|
$
|
(871
|
)
|
|
|
$
|
12,132
|
|
|
$
|
11,261
|
|
|
|
|
|
|
|
|
|
PPR Portfolio
|
|
|
Other
Joint
Ventures
|
|
Total
|
||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
100,633
|
|
|
|
$
|
373,931
|
|
|
$
|
474,564
|
|
Percentage rents
|
1,854
|
|
|
|
7,817
|
|
|
9,671
|
|
|||
Tenant recoveries
|
34,827
|
|
|
|
141,875
|
|
|
176,702
|
|
|||
Other
|
4,141
|
|
|
|
36,857
|
|
|
40,998
|
|
|||
Total revenues
|
141,455
|
|
|
|
560,480
|
|
|
701,935
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
30,062
|
|
|
|
181,475
|
|
|
211,537
|
|
|||
Interest expense
|
50,291
|
|
|
|
98,469
|
|
|
148,760
|
|
|||
Depreciation and amortization
|
76,527
|
|
|
|
187,927
|
|
|
264,454
|
|
|||
Total operating expenses
|
156,880
|
|
|
|
467,871
|
|
|
624,751
|
|
|||
(Loss) gain on sale or write down of assets, net
|
(35
|
)
|
|
|
18,005
|
|
|
17,970
|
|
|||
Net (loss) income
|
$
|
(15,460
|
)
|
|
|
$
|
110,614
|
|
|
$
|
95,154
|
|
Company's equity in net (loss) income
|
$
|
(1,376
|
)
|
|
|
$
|
58,148
|
|
|
$
|
56,772
|
|
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
95,389
|
|
|
|
$
|
347,146
|
|
|
$
|
442,535
|
|
Percentage rents
|
2,219
|
|
|
|
8,605
|
|
|
10,824
|
|
|||
Tenant recoveries
|
35,828
|
|
|
|
138,635
|
|
|
174,463
|
|
|||
Other
|
4,514
|
|
|
|
34,801
|
|
|
39,315
|
|
|||
Total revenues
|
137,950
|
|
|
|
529,187
|
|
|
667,137
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
28,997
|
|
|
|
173,563
|
|
|
202,560
|
|
|||
Interest expense
|
47,957
|
|
|
|
91,130
|
|
|
139,087
|
|
|||
Depreciation and amortization
|
81,971
|
|
|
|
187,327
|
|
|
269,298
|
|
|||
Total operating expenses
|
158,925
|
|
|
|
452,020
|
|
|
610,945
|
|
|||
Loss on sale or write down of assets, net
|
—
|
|
|
|
(343
|
)
|
|
(343
|
)
|
|||
Net (loss) income
|
$
|
(20,975
|
)
|
|
|
$
|
76,824
|
|
|
$
|
55,849
|
|
Company's equity in net (loss) income
|
$
|
(3,845
|
)
|
|
|
$
|
41,382
|
|
|
$
|
37,537
|
|
5.
|
Property, net:
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Land
|
$
|
1,578,877
|
|
|
$
|
1,607,590
|
|
Buildings and improvements
|
6,412,728
|
|
|
6,511,741
|
|
||
Tenant improvements
|
613,854
|
|
|
622,878
|
|
||
Equipment and furnishings
|
184,379
|
|
|
177,036
|
|
||
Construction in progress
|
342,539
|
|
|
289,966
|
|
||
|
9,132,377
|
|
|
9,209,211
|
|
||
Less accumulated depreciation
|
(1,967,728
|
)
|
|
(1,851,901
|
)
|
||
|
$
|
7,164,649
|
|
|
$
|
7,357,310
|
|
|
|
Total Fair Value Measurement
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Unobservable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
2017
|
|
$
|
11,500
|
|
|
$
|
—
|
|
|
$
|
11,500
|
|
|
$
|
—
|
|
2016
|
|
$
|
66,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,000
|
|
Terminal capitalization rate
|
|
|
7.0% - 8.0%
|
|
Discount rate
|
|
|
8.0% - 9.5%
|
|
Market rents per square foot
|
|
|
$5.75 - $20.00
|
|
6.
|
Tenant and Other Receivables, net:
|
7.
|
Deferred Charges and Other Assets, net:
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Leasing
|
$
|
232,443
|
|
|
$
|
239,983
|
|
Intangible assets:
|
|
|
|
||||
In-place lease values
|
112,994
|
|
|
140,437
|
|
||
Leasing commissions and legal costs
|
27,621
|
|
|
32,384
|
|
||
Above-market leases
|
171,156
|
|
|
181,851
|
|
||
Deferred tax assets
|
44,964
|
|
|
38,301
|
|
||
Deferred compensation plan assets
|
49,430
|
|
|
42,711
|
|
||
Other assets
|
59,358
|
|
|
72,206
|
|
||
|
697,966
|
|
|
747,873
|
|
||
Less accumulated amortization(1)
|
(258,471
|
)
|
|
(269,815
|
)
|
||
|
$
|
439,495
|
|
|
$
|
478,058
|
|
|
|
|
(1)
|
Accumulated amortization includes
$75,818
and
$88,785
relating to in-place lease values, leasing commissions and legal costs at
September 30, 2017
and
December 31, 2016
, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was
$4,206
and
$8,983
for the
three months ended
September 30, 2017
and
2016
, respectively, and
$15,755
and
$26,033
for the
nine months ended
September 30, 2017
and
2016
, respectively.
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Above-Market Leases
|
|
|
|
||||
Original allocated value
|
$
|
171,156
|
|
|
$
|
181,851
|
|
Less accumulated amortization
|
(61,000
|
)
|
|
(57,505
|
)
|
||
|
$
|
110,156
|
|
|
$
|
124,346
|
|
Below-Market Leases(1)
|
|
|
|
||||
Original allocated value
|
$
|
128,750
|
|
|
$
|
144,713
|
|
Less accumulated amortization
|
(57,314
|
)
|
|
(58,400
|
)
|
||
|
$
|
71,436
|
|
|
$
|
86,313
|
|
|
|
|
(1)
|
Below-market leases are included in other accrued liabilities.
|
8.
|
Mortgage Notes Payable:
|
|
|
Carrying Amount of Mortgage Notes(1)
|
|
|
|
|
|
|
||||||||||||||||||
|
|
September 30, 2017
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||||||||||||
Property Pledged as Collateral
|
|
Related Party
|
|
Other
|
|
Related Party
|
|
Other
|
|
Effective Interest
Rate(2)
|
|
Monthly
Debt
Service(3)
|
|
Maturity
Date(4)
|
||||||||||||
Chandler Fashion Center(5)
|
|
$
|
—
|
|
|
$
|
199,885
|
|
|
$
|
—
|
|
|
$
|
199,833
|
|
|
3.77
|
%
|
|
$
|
625
|
|
|
2019
|
|
Danbury Fair Mall
|
|
105,448
|
|
|
105,448
|
|
|
107,929
|
|
|
107,928
|
|
|
5.53
|
%
|
|
1,538
|
|
|
2020
|
|
|||||
Fashion Outlets of Chicago(6)
|
|
—
|
|
|
199,218
|
|
|
—
|
|
|
198,966
|
|
|
2.90
|
%
|
|
457
|
|
|
2020
|
|
|||||
Fashion Outlets of Niagara Falls USA
|
|
—
|
|
|
113,534
|
|
|
—
|
|
|
115,762
|
|
|
4.89
|
%
|
|
727
|
|
|
2020
|
|
|||||
Freehold Raceway Mall(5)(7)
|
|
—
|
|
|
217,379
|
|
|
—
|
|
|
220,643
|
|
|
4.20
|
%
|
|
1,132
|
|
|
2018
|
|
|||||
Fresno Fashion Fair
|
|
—
|
|
|
323,208
|
|
|
—
|
|
|
323,062
|
|
|
3.67
|
%
|
|
971
|
|
|
2026
|
|
|||||
Green Acres Commons(8)
|
|
—
|
|
|
107,446
|
|
|
—
|
|
|
—
|
|
|
3.96
|
%
|
|
312
|
|
|
2021
|
|
|||||
Green Acres Mall
|
|
—
|
|
|
293,004
|
|
|
—
|
|
|
297,798
|
|
|
3.61
|
%
|
|
1,447
|
|
|
2021
|
|
|||||
Kings Plaza Shopping Center
|
|
—
|
|
|
449,709
|
|
|
—
|
|
|
456,958
|
|
|
3.67
|
%
|
|
2,229
|
|
|
2019
|
|
|||||
Northgate Mall(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Oaks, The
|
|
—
|
|
|
197,875
|
|
|
—
|
|
|
201,235
|
|
|
4.14
|
%
|
|
1,064
|
|
|
2022
|
|
|||||
Pacific View
|
|
—
|
|
|
125,136
|
|
|
—
|
|
|
127,311
|
|
|
4.08
|
%
|
|
668
|
|
|
2022
|
|
|||||
Queens Center
|
|
—
|
|
|
600,000
|
|
|
—
|
|
|
600,000
|
|
|
3.49
|
%
|
|
1,744
|
|
|
2025
|
|
|||||
Santa Monica Place(10)
|
|
—
|
|
|
215,508
|
|
|
—
|
|
|
219,564
|
|
|
2.99
|
%
|
|
1,004
|
|
|
2018
|
|
|||||
SanTan Village Regional Center
|
|
—
|
|
|
125,470
|
|
|
—
|
|
|
127,724
|
|
|
3.14
|
%
|
|
589
|
|
|
2019
|
|
|||||
Stonewood Center(11)
|
|
—
|
|
|
94,994
|
|
|
—
|
|
|
99,520
|
|
|
1.80
|
%
|
|
640
|
|
|
2017
|
|
|||||
Towne Mall
|
|
—
|
|
|
21,266
|
|
|
—
|
|
|
21,570
|
|
|
4.48
|
%
|
|
117
|
|
|
2022
|
|
|||||
Tucson La Encantada
|
|
67,362
|
|
|
—
|
|
|
68,513
|
|
|
—
|
|
|
4.23
|
%
|
|
368
|
|
|
2022
|
|
|||||
Victor Valley, Mall of
|
|
—
|
|
|
114,602
|
|
|
—
|
|
|
114,559
|
|
|
4.00
|
%
|
|
380
|
|
|
2024
|
|
|||||
Vintage Faire Mall
|
|
—
|
|
|
265,195
|
|
|
—
|
|
|
269,228
|
|
|
3.55
|
%
|
|
1,256
|
|
|
2026
|
|
|||||
Westside Pavilion
|
|
—
|
|
|
141,987
|
|
|
—
|
|
|
143,881
|
|
|
4.49
|
%
|
|
783
|
|
|
2022
|
|
|||||
|
|
$
|
172,810
|
|
|
$
|
3,910,864
|
|
|
$
|
176,442
|
|
|
$
|
3,908,976
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The mortgage notes payable balances include the unamortized debt premiums (discounts). Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Debt premiums (discounts) consist of the following:
|
Property Pledged as Collateral
|
September 30,
2017 |
|
December 31,
2016 |
||||
Fashion Outlets of Niagara Falls USA
|
$
|
2,862
|
|
|
$
|
3,558
|
|
Stonewood Center
|
246
|
|
|
2,349
|
|
||
|
$
|
3,108
|
|
|
$
|
5,907
|
|
(2)
|
The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.
|
(3)
|
The monthly debt service represents the payment of principal and interest.
|
(4)
|
The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
|
(5)
|
A
49.9%
interest in the loan has been assumed by a third party in connection with a co-venture arrangement (See Note
10
—
Co-Venture Arrangement
).
|
(6)
|
The loan bears interest at LIBOR plus
1.50%
and matures on
March 31, 2020
. At
September 30, 2017
and
December 31, 2016
, the total interest rate was
2.90%
and
2.43%
, respectively.
|
(7)
|
On
October 19, 2017
, the joint venture replaced the existing loan on the property with a new
$400,000
loan that bears interest at
3.90%
and matures on
November 1, 2029
(See Note
19
—
Subsequent Events
).
|
(8)
|
On
September 29, 2017
, the Company placed a new
$110,000
loan on the property that bears interest at LIBOR plus
2.15%
and matures on
March 29, 2021
. The loan can be expanded, depending on certain conditions, up to
$130,000
. At
September 30, 2017
, the total interest rate was
3.96%
.
|
(9)
|
On
January 18, 2017
, the loan was paid off in connection with the sale of the underlying property (See Note
14
—
Dispositions
).
|
(10)
|
On
October 13, 2017
, the Company entered into a loan commitment with a lender to replace the existing loan on the property with a new
$300,000
five
-year floating rate loan. The new loan is expected to close in the fourth quarter of 2017. The Company expects to use the excess proceeds to pay down its line of credit (See Note
19
—
Subsequent Events
).
|
(11)
|
On
November 1, 2017
, the Company paid off the loan on the property (See Note
19
—
Subsequent Events
).
|
9.
|
Bank and Other Notes Payable:
|
10.
|
Co-Venture Arrangement:
|
12.
|
Stockholders' Equity:
|
13.
|
Acquisitions:
|
14.
|
Dispositions:
|
15.
|
Commitments and Contingencies:
|
16.
|
Related Party Transactions:
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Management fees
|
$
|
4,749
|
|
|
$
|
4,271
|
|
|
$
|
13,914
|
|
|
$
|
13,240
|
|
Development and leasing fees
|
3,385
|
|
|
2,952
|
|
|
11,376
|
|
|
10,149
|
|
||||
|
$
|
8,134
|
|
|
$
|
7,223
|
|
|
$
|
25,290
|
|
|
$
|
23,389
|
|
17.
|
Share and Unit-Based Plans:
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
LTIP Units
|
$
|
5,269
|
|
|
$
|
5,204
|
|
|
$
|
24,892
|
|
|
$
|
27,752
|
|
Stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Stock units
|
1,002
|
|
|
965
|
|
|
4,947
|
|
|
5,339
|
|
||||
Stock options
|
34
|
|
|
4
|
|
|
53
|
|
|
12
|
|
||||
Phantom stock units
|
185
|
|
|
212
|
|
|
545
|
|
|
1,010
|
|
||||
|
$
|
6,490
|
|
|
$
|
6,385
|
|
|
$
|
30,437
|
|
|
$
|
34,133
|
|
|
LTIP Units
|
|
Phantom Stock Units
|
|
Stock Units
|
|||||||||||||||
|
Units
|
|
Value(1)
|
|
Units
|
|
Value(1)
|
|
Units
|
|
Value(1)
|
|||||||||
Balance at January 1, 2017
|
322,572
|
|
|
$
|
58.18
|
|
|
5,845
|
|
|
$
|
81.47
|
|
|
148,428
|
|
|
$
|
78.53
|
|
Granted
|
506,906
|
|
|
55.33
|
|
|
8,439
|
|
|
68.34
|
|
|
86,426
|
|
|
66.47
|
|
|||
Vested
|
(134,742
|
)
|
|
66.57
|
|
|
(8,166
|
)
|
|
71.85
|
|
|
(80,804
|
)
|
|
75.67
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,695
|
)
|
|
69.57
|
|
|||
Balance at September 30, 2017
|
694,736
|
|
|
$
|
54.48
|
|
|
6,118
|
|
|
$
|
76.20
|
|
|
151,355
|
|
|
$
|
73.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(1) Value represents the weighted average grant date fair value.
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current
|
$
|
—
|
|
|
$
|
(68
|
)
|
|
$
|
—
|
|
|
$
|
(154
|
)
|
Deferred
|
(2,869
|
)
|
|
(837
|
)
|
|
178
|
|
|
(2,582
|
)
|
||||
Income tax (expense) benefit
|
$
|
(2,869
|
)
|
|
$
|
(905
|
)
|
|
$
|
178
|
|
|
$
|
(2,736
|
)
|
19.
|
Subsequent Events:
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
expectations regarding the Company's growth;
|
•
|
the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance of its retailers;
|
•
|
the Company's acquisition, disposition and other strategies;
|
•
|
regulatory matters pertaining to compliance with governmental regulations;
|
•
|
the Company's capital expenditure plans and expectations for obtaining capital for expenditures;
|
•
|
the Company's expectations regarding income tax benefits;
|
•
|
the Company's expectations regarding its financial condition or results of operations; and
|
•
|
the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.
|
Buildings and improvements
|
5 - 40 years
|
Tenant improvements
|
5 - 7 years
|
Equipment and furnishings
|
5 - 7 years
|
Deferred lease costs
|
1 - 15 years
|
Deferred financing costs
|
1 - 15 years
|
|
For the Nine Months Ended September 30,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Consolidated Centers:
|
|
|
|
||||
Acquisitions of property and equipment
|
$
|
19,712
|
|
|
$
|
24,638
|
|
Development, redevelopment, expansion and renovation of Centers
|
86,287
|
|
|
113,812
|
|
||
Tenant allowances
|
9,081
|
|
|
13,752
|
|
||
Deferred leasing charges
|
19,243
|
|
|
18,745
|
|
||
|
$
|
134,323
|
|
|
$
|
170,947
|
|
Joint Venture Centers:
|
|
|
|
||||
Acquisitions of property and equipment
|
$
|
6,549
|
|
|
$
|
341,053
|
|
Development, redevelopment, expansion and renovation of Centers
|
92,514
|
|
|
73,797
|
|
||
Tenant allowances
|
4,650
|
|
|
7,740
|
|
||
Deferred leasing charges
|
4,666
|
|
|
5,619
|
|
||
|
$
|
108,379
|
|
|
$
|
428,209
|
|
|
Payment Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
five years
|
||||||||||
Long-term debt obligations (includes expected interest payments)(1)(2)
|
$
|
5,750,286
|
|
|
$
|
720,004
|
|
|
$
|
1,273,406
|
|
|
$
|
2,197,113
|
|
|
$
|
1,559,763
|
|
Operating lease obligations(3)
|
259,527
|
|
|
11,560
|
|
|
19,253
|
|
|
18,363
|
|
|
210,351
|
|
|||||
Purchase obligations(3)
|
62,609
|
|
|
62,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
300,263
|
|
|
196,300
|
|
|
8,301
|
|
|
13,918
|
|
|
81,744
|
|
|||||
|
$
|
6,372,685
|
|
|
$
|
990,473
|
|
|
$
|
1,300,960
|
|
|
$
|
2,229,394
|
|
|
$
|
1,851,858
|
|
(1)
|
Interest payments on floating rate debt were based on rates in effect at
September 30, 2017
.
|
(2)
|
Long-term debt obligations to be repaid in less than one year include an aggregate of
$527.7 million
of mortgage loan balances on
Stonewood Center
,
Freehold Raceway Mall
and
Santa Monica Place
that have been subsequently paid off, refinanced or covered by a lender commitment to refinance during the fourth quarter of 2017 (See “Financing Activities” in Management’s Overview and Summary).
|
(3)
|
See Note
15
—
Commitments and Contingencies
in the Company's Notes to Consolidated Financial Statements.
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to the Company
|
|
$
|
17,498
|
|
|
$
|
13,730
|
|
|
$
|
113,379
|
|
|
$
|
479,867
|
|
Adjustments to reconcile net income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests in the Operating Partnership
|
|
1,256
|
|
|
1,272
|
|
|
8,351
|
|
|
35,067
|
|
||||
Loss (gain) on sale or write down of assets, net—consolidated assets
|
|
11,854
|
|
|
19,321
|
|
|
(37,234
|
)
|
|
(426,050
|
)
|
||||
Add: noncontrolling interests share of (loss) gain on sale or write down of assets—consolidated assets
|
|
—
|
|
|
(2,206
|
)
|
|
—
|
|
|
(2,206
|
)
|
||||
Add: gain on sale of undepreciated assets—consolidated assets
|
|
727
|
|
|
295
|
|
|
727
|
|
|
2,932
|
|
||||
Less: loss on write-down of non-real estate assets—consolidated assets
|
|
—
|
|
|
—
|
|
|
(10,138
|
)
|
|
—
|
|
||||
(Gain) loss on sale or write down of assets— unconsolidated joint ventures, net(1)
|
|
(6,712
|
)
|
|
171
|
|
|
(8,981
|
)
|
|
173
|
|
||||
Add: gain (loss) on sale of undepreciated assets—unconsolidated joint ventures(1)
|
|
—
|
|
|
—
|
|
|
660
|
|
|
(2
|
)
|
||||
Depreciation and amortization—consolidated assets
|
|
83,147
|
|
|
86,976
|
|
|
249,463
|
|
|
259,097
|
|
||||
Less: noncontrolling interests in depreciation and amortization—consolidated assets
|
|
(3,717
|
)
|
|
(3,759
|
)
|
|
(11,325
|
)
|
|
(11,184
|
)
|
||||
Depreciation and amortization—unconsolidated joint ventures(1)
|
|
44,493
|
|
|
47,803
|
|
|
132,708
|
|
|
133,319
|
|
||||
Less: depreciation on personal property
|
|
(3,499
|
)
|
|
(3,309
|
)
|
|
(10,326
|
)
|
|
(9,342
|
)
|
||||
FFO attributable to common stockholders and unit holders—basic and diluted
|
|
145,047
|
|
|
160,294
|
|
|
427,284
|
|
|
461,671
|
|
||||
Gain on extinguishment of debt, net—consolidated assets
|
|
—
|
|
|
(5,284
|
)
|
|
—
|
|
|
(1,709
|
)
|
||||
FFO attributable to common stockholders and unit holders excluding extinguishment of debt, net—diluted
|
|
$
|
145,047
|
|
|
$
|
155,010
|
|
|
$
|
427,284
|
|
|
$
|
459,962
|
|
Weighted average number of FFO shares outstanding for:
|
|
|
|
|
|
|
|
|
||||||||
FFO attributable to common stockholders and unit holders—basic (2)
|
|
151,624
|
|
|
154,589
|
|
|
152,668
|
|
|
158,277
|
|
||||
Adjustments for impact of dilutive securities in computing FFO-diluted:
|
|
|
|
|
|
|
|
|
||||||||
Share and unit based compensation plans
|
|
11
|
|
|
113
|
|
|
35
|
|
|
126
|
|
||||
FFO attributable to common stockholders and unit holders—diluted (3)
|
|
151,635
|
|
|
154,702
|
|
|
152,703
|
|
|
158,403
|
|
|
|
|
(1)
|
Unconsolidated joint ventures are presented at the Company's pro rata share.
|
(2)
|
Calculated based upon basic net income as adjusted to reach basic FFO. Includes
10.3 million
and
10.7 million
OP Units for the
three months ended
September 30, 2017
and
2016
, respectively, and
10.5 million
and
10.8 million
OP Units for the
nine months ended
September 30, 2017
and
2016
, respectively.
|
(3)
|
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO—diluted computation.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Period
|
|
Total Number of Shares Purchased
|
|
|
Average Price Paid per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
|
|||||||
July 1, 2017 to July 31, 2017
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
318,343,926
|
|
|
|
August 1, 2017 to August 31, 2017
|
|
592,552
|
|
(2)
|
|
53.36
|
|
|
592,552
|
|
(2
|
)
|
|
$
|
286,725,059
|
|
|
|
September 1, 2017 to September 30, 2017
|
|
149,465
|
|
(3)
|
|
53.65
|
|
|
149,465
|
|
(3
|
)
|
|
$
|
278,707,048
|
|
|
|
|
|
742,017
|
|
|
|
$
|
53.42
|
|
|
742,017
|
|
|
|
|
|
(1)
|
The average price paid per share is calculated on a trade date basis.
|
(2)
|
On
February 12, 2017
, the Company's Board of Directors authorized the repurchase of up to
$500.0 million
of the Company's outstanding common shares from time to time as market conditions warrant. During the period from
August 1, 2017
to
August 31, 2017
, the Company repurchased a total of
592,552
of its common shares in a series of transactions for approximately
$31.6 million
, representing an average price of
$53.36
per share. The Company funded the repurchases from borrowing under its line of credit.
|
(3)
|
During the period from
September 1, 2017
to
September 30, 2017
, the Company repurchased a total of
149,465
of its common shares in a series of transactions for approximately
$8.0 million
, representing an average price of
$53.65
per share. The Company funded the repurchases from its share of the proceeds from the sale of an office building at
Fashion District Philadelphia
(See "Acquisitions and Dispositions" in Management's Overview and Summary) and from borrowing under its line of credit.
|
Exhibit
Number
|
|
Description
|
|
||
3.1
|
|
Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
|
3.1.1
|
|
Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
THE MACERICH COMPANY
|
|
|
|
|
By:
|
/s/ THOMAS E. O'HERN
|
|
|
|
|
Thomas E. O'Hern
|
|
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
Date:
|
November 3, 2017
|
|
(Principal Financial Officer)
|
Title
|
Severance Payment
|
Outplacement Services
|
Chief Executive Officer President
Senior Executive Vice President
|
3 times the sum of
Base Salary and Bonus |
The highest level of outplacement benefits provided for under the outplacement services agreement in effect immediately prior to the Date of Termination, for 12 months
|
(a)
|
He or she is hereby advised by the Company to discuss all aspects of this Release Agreement with an attorney before signing this Release Agreement;
|
(b)
|
He or she has relied solely on her/his own judgment and/or that of her/his attorney regarding the consideration for and the terms of this Release Agreement and is signing this Release Agreement knowingly and voluntarily of her/his own free will;
|
(c)
|
He or she is not entitled to the Severance Payment unless she/he agrees to and fully complies with the terms of this Release Agreement;
|
(d)
|
He or she has been given at least [twenty-one (21)] [forty-five (45)] calendar days to consider this Release Agreement (the “
Consideration Period
”). If she/he signs this Release Agreement before the end of the Consideration Period, she/he acknowledges by signing this Release Agreement that such decision was entirely voluntary and that she/he had the opportunity to consider this Release Agreement for the entire Consideration Period.
|
(e)
|
He or she may revoke this Release Agreement within seven (7) calendar days after signing it by submitting a written notice of revocation to the Employer. She/he further understands that this Release Agreement is not fully effective until the next business day after the seven (7) day period of revocation has expired without revocation, and that if she/he revokes this Release Agreement within the seven (7) day revocation period, she/he will not receive the Severance Payment;
|
(f)
|
He or she has read and understands this Release Agreement and further understands that it includes a general release of any and all known and unknown, foreseen or unforeseen claims presently asserted or otherwise arising through the date of her/his signing of this Release Agreement that she/he may have against the Employer; and
|
(g)
|
No statements made or conduct by the Employer has in any way coerced or unduly influenced her/him to execute this Release Agreement.
|
(h)
|
Except for the Severance Payment, she/he has been paid all wages, bonuses, compensation, benefits and other amounts that the Employer ever owed to him or her. Further she/he acknowledges and agrees that she/he is not entitled to any other severance pay, benefits or equity rights including without limitation, pursuant to any other severance plan, or program or arrangement.
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended
September 30, 2017
of The Macerich Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
/s/ ARTHUR M. COPPOLA
|
Date:
|
November 3, 2017
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended
September 30, 2017
of The Macerich Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
/s/ THOMAS E. O'HERN
|
Date:
|
November 3, 2017
|
|
Senior Executive Vice President and Chief Financial Officer
|
(i)
|
the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017
of the Company (the "Report") fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ ARTHUR M. COPPOLA
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
/s/ THOMAS E. O'HERN
|
|
|
Senior Executive Vice President and Chief Financial Officer
|